ATLANTA and HOUSTON, July 16
/PRNewswire-FirstCall/ -- Mirant Corporation (NYSE: MIR) and RRI
Energy (NYSE: RRI) today announced that yesterday they each
received a request for additional information from the United
States Department of Justice (DOJ) regarding their proposed merger.
This action, often referred to as a second request, is a common
part of the regulatory approval process under the Hart-Scott-Rodino
Antitrust Improvements Act.
On April 11, 2010, Mirant and RRI
Energy announced their intention to merge and create GenOn Energy,
which will be one of the largest independent power producers in
the United States, with
approximately 24,700 megawatts (MW) of electric generating
capacity.
Mirant and RRI Energy are in the process of gathering
information to respond to the second request and are working
cooperatively with the DOJ as it reviews the merger. Both
companies expect the merger to close before the end of 2010.
About Mirant Corporation
Mirant is a competitive energy company that produces and sells
electricity in the United States.
Mirant owns or leases more than 10,000 megawatts of electric
generating capacity. The company operates an asset management
and energy marketing organization from its headquarters in
Atlanta, Ga. For more
information, please visit www.mirant.com.
About RRI Energy, Inc.
RRI Energy, Inc., based in Houston, provides electricity to wholesale
customers in the United States.
The company is one of the largest independent power producers
in the nation with more than 14,000 megawatts of power generation
capacity across the United States.
These strategically located generating assets use natural
gas, fuel oil and coal. RRI routinely posts all important
information on its website at www.rrienergy.com.
Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are typically identified by
words or phrases such as "will," "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "target,"
"forecast," and other words and terms of similar meaning.
These forward-looking statements involve a number of risks
and uncertainties. RRI Energy and Mirant caution readers that
any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statement. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving RRI
Energy and Mirant, including future financial and operating
results, RRI Energy's and Mirant's plans, objectives, expectations
and intentions, the expected timing of completion of the
transaction, and other statements that are not historical facts.
Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
are set forth in RRI Energy's and Mirant's filings with the
Securities and Exchange Commission (SEC). These include risks
and uncertainties relating to: the ability to obtain the requisite
RRI Energy and Mirant shareholder approvals; the ability to obtain
the requisite financing; the risk that Mirant or RRI Energy may be
unable to obtain governmental and regulatory approvals required for
the merger, or required governmental and regulatory approvals may
delay the merger or result in the imposition of conditions that
could cause the parties to abandon the merger; the risk that a
condition to closing of the merger may not be satisfied; the
ability to resolve any litigation related to the merger; the timing
to consummate the proposed merger; the risk that the businesses
will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the diversion
of management time on merger-related issues; general worldwide
economic conditions and related uncertainties; and the effect of
changes in governmental regulations; and other factors discussed or
referred to in the "Risk Factors" section of each of RRI Energy's
and Mirant's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q filed with the SEC. Each forward-looking
statement speaks only as of the date of the particular statement
and neither RRI Energy nor Mirant undertake any obligation to
publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise.
Additional Information And Where To Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with
the proposed merger between RRI Energy and Mirant, on May 28, 2010, RRI Energy filed with the SEC a
registration statement on Form S-4 that includes a preliminary
joint proxy statement of RRI Energy and Mirant and that also
constitutes a preliminary prospectus of RRI Energy. On
July 6, 2010, RRI Energy amended
these materials. These materials are not yet final and will
be further amended. RRI Energy and Mirant will distribute the
final joint proxy statement/prospectus to their respective
shareholders. RRI Energy and Mirant urge investors and
shareholders to read the registration statement, and any other
relevant documents filed with the SEC, including the preliminary
joint proxy statement/prospectus that is a part of the registration
statement, and the definitive joint proxy statement/prospectus,
when available, because they contain or will contain important
information. You may obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the
SEC's website (www.sec.gov). You may also obtain these
documents, free of charge, from RRI Energy's website
(www.rrienergy.com) under the tab "Investor Relations" and then
under the heading "Company Filings." You may also obtain
these documents, free of charge, from Mirant's website
(www.mirant.com) under the tab "Investor Relations" and then under
the heading "SEC Filings."
Participants In The Merger Solicitation
RRI Energy, Mirant, and their respective directors, executive
officers and certain other members of management and employees may
be soliciting proxies from RRI Energy and Mirant shareholders in
favor of the merger and related matters. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of RRI Energy and Mirant
shareholders in connection with the proposed merger is contained
the preliminary joint proxy statement/prospectus and will be
contained in the definitive joint proxy statement/prospectus when
it becomes available. You can find information about RRI
Energy's executive officers and directors in its definitive proxy
statement filed with the SEC on April 1,
2010. You can find information about Mirant's
executive officers and directors in its definitive proxy statement
filed with the SEC on March 26, 2010
and supplemented on April 28, 2010.
Additional information about RRI Energy's executive officers
and directors and Mirant's executive officers and directors can be
found in the above-referenced Registration Statement on Form S-4.
You can obtain free copies of these documents from RRI Energy
and Mirant as described above.
SOURCE Mirant Corporation